On July 16, 2025 Imugene Limited (ASX:IMU) (Company), a clinical stage immuno-oncology company, reported it has received firm commitments from institutional and sophisticated investors (Placement Subscribers) for a $22.5 million placement of 68.2 million new fully paid ordinary shares (New Shares) in the Company at a price of $0.33 per share (Placement) (Press release, Imugene, JUL 16, 2025, https://mcusercontent.com/e38c43331936a9627acb6427c/files/8f06edf2-4d00-ada9-d455-5d6b87cbf237/Imugene_Completes_225M_Placement_and_c_15M_SPP.pdf [SID1234654399]).

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The Placement is being followed by an SPP, to raise up to $15 million, for existing eligible shareholders (Eligible Shareholders), with applications up to a maximum of $100,000. The SPP will be made to Eligible Shareholders at the same terms as the Placement and will be subject to shareholder approval.

Under the Placement and SPP (together, the Offer), Placement Subscribers and Eligible Shareholders are anticipated to receive three (3) free attaching listed options for every four (4) New Shares subscribed for under the Offer (Attaching Options). The Attaching Options will have an exercise price of $0.43 per option with an expiration of 30 March 2026 and will be subject to shareholder approval. It is intended that the Attaching Options will be quoted on the ASX.

Placement Subscribers and Eligible Shareholders are also anticipated to receive one (1) additional free option for every one (1) Attaching Option exercised prior to 30 March 2026 (Piggyback Option). The Piggyback Options will have an exercise price of $0.86 per option, with an expiration of 30 June 2028, and will be subject to shareholder approval. It is intended that the Piggyback Options will be quoted on the ASX.

The full details of the rights and liabilities attaching to the Attaching Options and Piggyback Options are annexed to this announcement.

The funds raised from the Offer will be used:

 to fund research and development of the azer-cel program through a pivotal clinical trial in CY26;
 extending the funding runway into mid CY27; and
 general administrative and working capital.

Imugene Managing Director and CEO Leslie Chong said: "Following the strong support received in the recent oversubscribed placement, Imugene is pleased to extend this opportunity to existing retail shareholders through a Share Purchase Plan (SPP), enabling participation on the same terms. The placement, together with the SPP and existing cash reserves, places the company in a strong financial position to progress the azer-cel program towards a potential pivotal Phase 2 clinical trial, based on the promising efficacy data reported earlier this week".

About the Placement

Under the terms of the Placement, the Company has secured firm commitments for $22.5 million and proposes to issue up to 68.2 million New Shares to Placement Subscribers at a price of $0.33 per share, representing a discount of:

 22.4% to the last close of $0.4250 on 11 July 2025; and
 19.6% to the five-day VWAP of $0.4107 up to and including 11 July 2025.

The Placement is being conducted under Imugene’s existing placement capacity pursuant to ASX Listing Rule 7.1.

For every four (4) New Shares subscribed for by Placement Subscribers under the Placement, Imugene intends to issue three (3) Attaching Options. The Attaching Options will have an exercise price of $0.43 per option and expiry date of 30 March 2026. For every one (1) Attaching Option exercised prior to the expiry date, Imugene intends to issue one (1) Piggyback Option, with an exercise price of $0.86 and an expiration of 30 June 2028.

The Attaching Options and Piggyback Options (New Options) will be set out in a prospectus (Prospectus). The issuance of the New Options will be subject to shareholder approval at an extraordinary general meeting (EGM) to be convened shortly.

Bell Potter Securities Limited and E&P Capital Pty Ltd acted as Joint Lead Managers and Bookrunners to the Placement and are entitled to the fees as set out In the Appendix 3B lodged today.

About the SPP

The Company will also offer an SPP to Eligible Shareholders at an offer price of $0.33 per share (Offer Price). This is the same price as for the Placement and, as with the Placement, the SPP is currently not underwritten.

Under the SPP, Eligible Shareholders listed on the Imugene register at 7:00pm (Sydney time) on the record date of Tuesday, 15 July 2025 with an address in Australia or New Zealand, will be offered the opportunity to apply for up to $100,000 of New Shares in Imugene, without incurring brokerage fees or other transactions costs, irrespective of their holding size. The SPP will be subject to certain eligibility criteria and other terms and conditions of the SPP which will be out in in the Prospectus and dispatched to eligible shareholders.

The New Shares Issued under the SPP will be subject to shareholder approval at an EGM expected to be held in August 2025.

Notwithstanding the target raise amount of $15 million for the SPP, the Company reserves its right to increase or decrease the amount to be raised under the SPP.

As with the Placement, for every four (4) New Shares subscribed for by Eligible Shareholders under the SPP, Imugene intends to issue three (3) Attaching Options on the same terms as the Placement. For every one (1) Attaching Option exercised by an Eligible Shareholders prior to the expiry date, Imugene intends to issue one (1) Piggyback Option on the same terms as the Placement. The Attaching Options and Piggyback Options are subject to shareholder approval.

Additionally, the Company reserves the right to issue up to 4.4 million options to investors who commit to take-up shortfall of the SPP (subject to the Corporations Act 2001 (Cth) and ASX Listing Rules, including shareholder approval if required).